Item 8.01. Other Events
On October 26, 2020, the "End Date" under the Agreement and Plan of Merger dated
as of November 1, 2019 (the "Merger Agreement") by and among Fitbit, Inc., a
Delaware corporation ("Fitbit"), Google LLC, a Delaware limited liability
company ("Google"), and Magnoliophyta Inc., a Delaware corporation and a wholly
owned subsidiary of Google, was extended to February 1, 2021. Fitbit and Google
continue to work toward obtaining required regulatory clearances and
consummating the transactions contemplated by the Merger Agreement (the
"Transactions").
Forward Looking Statements
This Current Report on Form 8-K contains "forward-looking" statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, that involve risks and
uncertainties. All statements other than statements of historical fact could be
deemed forward-looking statements, including the ability of Google and Fitbit to
obtain the required regulatory clearances and complete the Transactions. A
number of important factors and uncertainties could cause actual results or
events to differ materially from those described in these forward-looking
statements, including the failure to satisfy any of the conditions to the
parties' obligations to consummate the Transactions, including the receipt of
certain governmental and regulatory approvals.
Additional risks and uncertainties are included under the caption "Risk Factors"
in Fitbit's Annual Report on Form 10-K for the full year ended December 31, 2019
and Fitbit's Quarterly Report Form 10-Q for the three months ended July 4, 2020,
which are available on Fitbit's Investor Relations website at
investor.fitbit.com and on the Securities Exchange Commission website at
www.sec.gov. All forward-looking statements contained herein are based on
information available to Fitbit as of the date hereof and Fitbit does not assume
any obligation to update these statements as a result of new information or
future events. Fitbit may not actually achieve the plans, intentions, or
expectations disclosed in Fitbit's forward-looking statements and you should not
place undue reliance on such statements.
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